Legal
Subscription License Agreement
Monthly subscription end user license agreement for OMEGA Pro and other recurring plans. Read carefully before subscribing or using the software.
1. Acceptance and Scope
This Subscription License Agreement (“Agreement”) is a binding legal contract between you (“Subscriber,” “you,” or “your”) and Omega AI Systems, Inc., a Wyoming corporation (“OMEGA,” “we,” “our,” or “us”), governing your subscription to and use of the OMEGA software under any auto-renewing recurring plan, including without limitation the Pro and Teamtiers (each, a “Subscription”).
This Agreement supplements and incorporates by reference the OMEGA Terms of Service and Privacy Policy. If a conflict exists between this Agreement and the Terms of Service, this Agreement controls solely with respect to subject matter unique to Subscription tiers.
If you do not agree to every term, you must (i) not complete checkout, (ii) not download, install, activate, or use the Software under a Subscription, and (iii) cancel any existing Subscription before the next billing date.
2. Definitions
- “Software” means the native OMEGA application for macOS, all bundled components (including bundled Postgres, Redis, MLX runtime, MCP servers, embedding models, and skills libraries), all updates and patches made available during your active Subscription, and all accompanying documentation.
- “Subscription” means a recurring auto-renewing license tier purchased on a monthly or annual cycle as described on the Pricing page at the time of purchase.
- “Billing Cycle” means the recurring period (monthly or annual) for which you are charged in advance.
- “Pro Trial” means the paid $7 trial for 7 days that precedes a new Pro Subscription and automatically converts to the monthly Pro Subscription at the end of the trial unless canceled, as described in Section 5.
- “Authorized Devices” means the maximum number of devices on which you may concurrently activate the Software, as specified for your Subscription tier on the Pricing page at the time of purchase.
- “BYOK” means Bring Your Own Keys: the model in which you supply your own third-party AI provider API credentials. OMEGA does not proxy or pay for AI inference on your behalf.
3. Grant of Subscription License
Subject to (a) your active, paid-in-full Subscription, (b) your continuing compliance with this Agreement, the Terms of Service, and the Acceptable Use Policy, and (c) the activation requirements in Section 10, OMEGA grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to:
- Download, install, and run the Software on your Authorized Devices for the duration of your active Subscription;
- Use the Software for your internal personal or business purposes during the term of your active Subscription;
- Receive updates and patches released during the term of your active Subscription.
The Subscription License is conditional on continuous payment. It terminates automatically upon non-payment, cancellation, or any other lapse in your Subscription, subject to the grace period described in Section 8. No other right or license is granted by implication, estoppel, or otherwise.
4. Term and Auto-Renewal
4.1 Initial Term
Your Subscription begins on the date you complete checkout. The initial term equals one Billing Cycle.
4.2 Auto-Renewal
At the end of each Billing Cycle, your Subscription renews automatically for another Billing Cycle of equal length, at the then-current price, unless canceled before the renewal date. The renewal is processed against the payment method you have on file.
4.3 Notice of Renewal
For annual or longer Billing Cycles, OMEGA will send a renewal reminder by email to the address associated with your account no fewer than seven (7) days before each renewal date. Monthly Billing Cycles do not require advance renewal notice.
4.4 California ARL / Auto-Renewal Disclosure
For California residents and others entitled to similar disclosures, the following terms are emphasized: (i) your Subscription will continue and renew automatically at the price and Billing Cycle disclosed on the Pricing page at checkout; (ii) you may cancel at any time as described in Section 8; (iii) cancellation methods are available 24/7 through your account dashboard; and (iv) new Pro Subscriptions may begin with a $7 trial for 7 days that automatically converts to the $19.99/month Pro Subscription at the end of the trial unless you cancel, as described in Section 5. Team Subscriptions are available in the checkout flow (per seat, 2–49 seats self-selected at checkout, monthly or annual) and carry no trial; they are billed from the first charge. All charges are final and non-refundable (Section 7).
5. Pro Trial
5.1 The $7 7-Day Pro Trial
At checkout, new Pro subscribers choose between subscribing directly at the monthly rate and beginning with a $7 trial for 7 days. When you complete checkout for a new Pro Subscription, your payment method is charged $7 today, including applicable taxes, for 7 days of full Pro access. The trial applies to Pro only; Team Subscriptions begin billing at their per-seat rate immediately.
5.2 Automatic Conversion to Subscription
At the end of the 7-day Pro trial, the trial automatically converts to the $19.99/month Pro Subscription unless you cancel during the trial. If you do not cancel before the trial ends, OMEGA charges your payment method the then-current monthly Pro fee and the Subscription begins, renewing automatically under Section 4. This auto-conversion is disclosed here and at checkout.
5.3 Cancelling During the Trial
You may cancel the Pro trial at any time before it ends through your OMEGA account dashboard (/account → Subscription) or via the billing contact form. Cancelling during the trial stops the automatic conversion to the monthly Subscription; you keep Pro access through the end of the 7-day trial you paid for, after which your account converts to the free Core tier as described in Section 8.2. The $7 trial charge is final and is not refunded.
5.4 Trial Charge Covers the OMEGA Fee Only
The $7 trial charge is the OMEGA Subscription fee only; it does not include model or API charges you incur with third-party providers under BYOK. All charges under this Agreement, including the $7 trial charge, are final and non-refundable, as described in Section 7.
6. Fees, Billing, and Payment
6.1 Fees
The Subscription fee is the amount specified on the Pricing page at the time of your purchase. As of the effective date of this Agreement, the Pro tier is USD $19.99 per month. Pricing for other tiers and for annual Billing Cycles is displayed on the Pricing page.
6.2 Billing in Advance
Subscriptions are billed in advance on the date your Subscription starts and on each subsequent renewal date. Charges are processed in U.S. Dollars unless otherwise stated.
6.3 Payment Processor
All payments are processed by Stripe, Inc. By providing your payment information, you authorize OMEGA (via Stripe) to charge your payment method for all current and future fees due under this Agreement. You are responsible for ensuring that the payment method on file is valid and has sufficient funds.
6.4 Failed Payments
If a renewal payment fails, OMEGA will retry the charge over a grace period of up to seven (7) days and will notify you by email. If payment cannot be collected within the grace period, your Subscription License will be suspended or terminated and access to the Software may be revoked. Reactivation requires a successful payment of all overdue amounts.
6.5 Taxes
All fees are exclusive of taxes, levies, or duties imposed by taxing authorities, except where required by law to be collected by OMEGA. You are responsible for paying all such amounts. If you are exempt from taxes, you must provide valid exemption documentation.
7. No Refunds; All Charges Are Final
7.1 No Refunds
OMEGA does not offer refunds, partial refunds, credits, or pro-rated returns. The $7 Pro trial charge, every monthly Subscription charge (including the first charge after the trial converts and every renewal after that), and any additional seats are final. The $7 trial is the intended way to evaluate Pro before it converts to the $19.99/month Subscription; cancelling during the trial stops the conversion but does not refund the $7 you already paid.
7.2 No Refund for Renewals or Later Cycles
All paid Billing Cycles, including every renewal, are non-refundable. Cancellation does not entitle you to a refund or pro-rated credit for the unused portion of the current Billing Cycle. You retain full access through the end of the cycle for which you have paid, and the Subscription does not auto-renew after that.
7.3 No Refund for Renewals, Disuse, or Forgetfulness
Subscriptions auto-renew at the end of each Billing Cycle. To stop further charges, cancel before your renewal date; cancellation is single-click and available 24/7 in your account dashboard. Failure to cancel before a renewal does not entitle you to a refund of the renewal charge. Failure to use the Software during a paid Billing Cycle does not entitle you to a refund. We strongly recommend setting a calendar reminder before each renewal date if you may want to cancel.
7.4 Mandatory Statutory Rights
Nothing in this Agreement limits your non-waivable rights under applicable consumer-protection law. If you reside in the European Union, the United Kingdom, or another jurisdiction that grants a statutory right of withdrawal for digital services, you may exercise that right within the applicable statutory window only if you have not begun using the Software. Downloading the application, activating, or otherwise commencing use forfeits the statutory withdrawal right to the maximum extent permitted by law. This statutory right applies notwithstanding the no-refund policy in Sections 5 and 7.
7.5 Chargebacks
Initiating a chargeback, payment dispute, or reversal with your payment processor or card issuer in violation of this Section is a material breach of this Agreement. OMEGA may, in addition to all other remedies, immediately terminate your Subscription, disable activation on all Authorized Devices, ban future Subscriptions associated with your identifiers, and pursue recovery of the disputed amount, costs, and reasonable attorneys’ fees through arbitration under Section 21. Please contact the billing team with any concerns before disputing a charge.
8. Cancellation and Lapse
8.1 How to Cancel
You may cancel your Subscription at any time, 24/7, through your OMEGA account dashboard or by contacting the billing contact form. Cancellation takes effect at the end of the current Billing Cycle.
8.2 Effect of Cancellation
You will retain access to the Software through the end of the current Billing Cycle. After that, your Subscription License terminates automatically and your account converts to the free Core tier (one Authorized Device, one user, local models only, no payment method required). You retain the Software, your local data, and local models under the Core tier; capabilities included only in paid tiers cease to be available. Cancellation does not entitle you to a refund, as described in Section 7.
8.3 Reactivation
You may reactivate a canceled or lapsed Subscription at any time by purchasing a new Subscription at the then-current price. Reactivation does not restore Pro trial eligibility.
8.4 Lapse for Non-Payment
Failure to pay within the grace period (Section 6.4) results in automatic termination of your Subscription License. Your account then converts to the free Core tier with the same effect as cancellation under Section 8.2.
9. Price Changes
OMEGA may change Subscription prices at its discretion. For existing Subscribers, OMEGA will provide at least thirty (30) days’ notice by email and on the Pricing page before a price change takes effect. The new price will apply to your first renewal that occurs after the notice period expires. If you do not agree to the new price, your sole remedy is to cancel before the renewal; continued use after the renewal constitutes acceptance of the new price.
Promotional pricing, discounts, and grandfather clauses applied to your Subscription may be discontinued at any time, with the same 30-day notice if the change increases your effective price.
10. Devices and Activations
Each Subscription tier specifies a maximum number of concurrently activated native macOS devices. Each tier’s current limit is displayed on the Pricing page and at checkout before purchase.
You may deactivate a device through your OMEGA account dashboard at any time to free a seat. OMEGA may rate-limit excessive activation/deactivation cycles to deter seat-sharing. Attempts to exceed the Authorized Device count, share a Subscription with persons or entities outside the licensed user, or otherwise circumvent enforcement are a material breach and grounds for immediate termination under Section 20 without refund.
11. Updates and Service Changes
OMEGA may release updates, patches, minor versions, or major versions during your Subscription. OMEGA may also add, modify, deprecate, or remove features at its sole discretion. The lawful exercise of these rights does not breach this Agreement and does not entitle you to any refund or credit, except where the change materially reduces the core features promised at your subscription tier and is not communicated with reasonable notice, in which case your sole remedy is to cancel before your next renewal.
12. License Restrictions
Except as expressly permitted by this Agreement or applicable non-waivable law, you may NOT (and may not permit any third party to):
- Copy, modify, adapt, translate, port, or create derivative works of any portion of the Software;
- Reverse engineer, decompile, disassemble, or attempt to derive the source code, internal structure, or algorithms of the Software, except to the extent that this restriction is expressly prohibited by applicable non-waivable law;
- Sublicense, lease, lend, rent, sell, resell, transfer, assign, distribute, or otherwise dispose of the Software, your Subscription credentials, or any rights under this Agreement;
- Use the Software, in whole or in part, to develop, train, evaluate, benchmark, or otherwise create a competing product, service, model, or feature;
- Remove, alter, or obscure any copyright, trademark, or other proprietary notice contained in the Software or its outputs;
- Use the Software in any manner that violates applicable law, infringes any third party’s rights, or breaches the OMEGA Acceptable Use Policy;
- Operate the Software as a hosted service, time-share, or service bureau for the benefit of third parties;
- Bypass or attempt to bypass the license activation server, the Authorized Device count, or any technical protection measure;
- Connect to the OMEGA license server, activate, or use the Software while routing your network traffic through a VPN, proxy server, Tor exit node, anonymization network, or any IP-masking or rerouting service. OMEGA logs IP addresses for license verification and fraud prevention; known VPN, proxy, datacenter, and anonymizer IP ranges are blocked. Attempting to circumvent this restriction is a material breach of this Agreement;
- Use the Software to scrape, harvest, or extract data from third-party services in violation of those services’ terms;
- Publish benchmark, performance, or comparative analysis results without OMEGA’s prior written consent;
- Use, or attempt to use, paid-tier capabilities after your Subscription has lapsed or terminated (your account converts to the free Core tier as described in Section 8.2), or use the Software in any manner while your account is suspended.
13. Bring Your Own Keys (BYOK) Acknowledgment
You acknowledge that operation of the Software in cloud-AI mode requires you to provide your own valid API credentials for one or more third-party AI providers. You alone bear all costs for tokens, inference, fine-tuning, or other usage charged by those providers. OMEGA receives no portion of those charges and has no ability to control, refund, or contest them.
You further acknowledge that the Software supports fully local inference via Apple MLX or compatible runtimes on supported Apple Silicon hardware, in which case no third-party charges are incurred. You assume responsibility for choosing the operating mode that suits your budget and hardware.
OMEGA makes no warranty as to the availability, pricing, accuracy, performance, content, data handling practices, or terms of any third-party AI provider. Outages, deprecations, price increases, policy changes, or termination of services by third-party providers do not entitle you to any refund or compensation under this Agreement.
14. Data Export on Cancellation
OMEGA is a local-first product; the content of your conversations, memory, files, and Automations is stored on your local device(s) and remains on those devices after cancellation, subject to your local file system. The Software provides a built-in NDJSON portable export feature, which you may use at any time, including before cancellation, to back up or migrate your data.
OMEGA is not obligated to retain or transmit your local data on your behalf in connection with cancellation. After cancellation your account continues on the free Core tier and your local data remains on your device(s); you are responsible for exporting any data you wish to keep from any device beyond the Core tier’s single-device limit.
15. Intellectual Property
The Software, including all source code, object code, documentation, architecture, models, weights, configurations, branding, and accompanying materials, is the exclusive property of Omega AI Systems, INC. and its licensors, and is protected by United States and international copyright, patent, trade secret, trademark, and other laws. The Subscription License grants you only the limited rights expressly stated in Section 3. No ownership is transferred.
“OMEGA,” “Neural-Fractal Agentic AI™,” “Quantum Neural-Fractal Agentic AI™,” the OMEGA logo, and related marks are trademarks or registered trademarks of Omega AI Systems, Inc. You may not use these marks without OMEGA’s prior written consent except to accurately and truthfully describe the Software in a non-commercial, non-promotional context.
15.1 Feedback
Any suggestions, feedback, ideas, or proposals you provide to OMEGA regarding the Software (“Feedback”) are provided voluntarily and are non-confidential. You hereby grant OMEGA a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, modify, exploit, and incorporate Feedback into the Software or any other OMEGA product without compensation or attribution to you.
16. Your Content and Local Data
OMEGA is a local-first product. Your conversations, memory, files, Automations, agent configurations, and all data you process through the Software are stored on your local device(s) under your sole control. OMEGA does not collect, transmit, or retain the content of your usage except for the limited account, license-validation, and opt-in telemetry data described in the Privacy Policy.
You retain full ownership of all content you create using the Software, including AI-generated outputs produced during your sessions. OMEGA claims no intellectual property rights over your work product.
17. Disclaimers and AS-IS
OMEGA does not warrant that:
- The Software will meet your requirements or expectations;
- The Software will operate uninterrupted, timely, secure, or error-free;
- AI-generated outputs will be accurate, complete, current, suitable, lawful, or fit for any particular purpose;
- Errors or defects will be corrected;
- The Software will remain compatible with future macOS releases, future hardware, or future third-party APIs;
- Bundled or integrated third-party services (such as model providers) will remain available, priced as expected, or behave consistently.
AI-generated content can be wrong, fabricated, biased, or harmful. You are solely responsible for reviewing and verifying any output before relying on it for legal, medical, financial, professional, or other consequential decisions. The Software is a productivity tool, not a licensed advisor.
Some jurisdictions do not allow the exclusion of certain warranties. In those jurisdictions, OMEGA’s warranties are limited to the minimum scope and shortest duration permitted by law.
17.1 No Warranty of Security or Data Integrity
OMEGA EXPRESSLY DISCLAIMS ANY WARRANTY THAT THE SOFTWARE, ITS BUNDLED COMPONENTS (INCLUDING POSTGRES, REDIS, MLX RUNTIME, EMBEDDING MODELS, BUNDLED MCP SERVERS, AND ALL DEPENDENCIES), ITS DEPENDENCY SUPPLY CHAIN, OR ITS LOCAL STORAGE WILL BE SECURE, IMPENETRABLE, OR FREE FROM UNAUTHORIZED ACCESS, EXPLOITATION, RANSOMWARE, MALWARE, SUPPLY-CHAIN ATTACKS, OPERATING-SYSTEM-LEVEL VULNERABILITIES, NETWORK INTERCEPTION, CREDENTIAL COMPROMISE, INSIDER THREAT, OR DATA EXFILTRATION OF ANY KIND. SECURITY OF YOUR LOCAL DEVICE, OPERATING SYSTEM, NETWORK, ACCOUNTS, AND CREDENTIALS IS YOUR EXCLUSIVE RESPONSIBILITY.
17.2 No Warranty of Cost Predictability for AI Usage
OMEGA EXPRESSLY DISCLAIMS ANY WARRANTY THAT YOUR USAGE OF THIRD-PARTY AI PROVIDERS THROUGH THE SOFTWARE WILL RESULT IN CHARGES THAT ARE BOUNDED, PREDICTABLE, OR PROPORTIONATE TO YOUR EXPECTATIONS, BUDGETS, OR HISTORICAL USAGE. AGENT WORKFLOWS, RECURSIVE LOOPS, MULTI-STEP TASKS, AUTONOMOUS BACKGROUND PROCESSES, AND PROMPT INJECTION OR ADVERSARIAL INPUTS MAY GENERATE LARGE TOKEN VOLUMES UNEXPECTEDLY. YOU ASSUME ALL RISK OF AND LIABILITY FOR ALL SUCH CHARGES.
17.3 No Warranty of AI Output Accuracy or Safety
OMEGA EXPRESSLY DISCLAIMS ANY WARRANTY THAT AI-GENERATED OUTPUTS ARE ACCURATE, COMPLETE, CURRENT, NON-FABRICATED, FREE FROM HALLUCINATION, FREE FROM BIAS, FREE FROM HARMFUL OR INFRINGING CONTENT, OR FIT FOR ANY PURPOSE. YOU ARE SOLELY RESPONSIBLE FOR REVIEWING, VERIFYING, AND VALIDATING ALL OUTPUTS BEFORE USING THEM IN ANY DECISION, COMMUNICATION, TRANSACTION, OR OTHER ACTION.
17.4 No Warranty of Third-Party Services
OMEGA EXPRESSLY DISCLAIMS ANY WARRANTY REGARDING THIRD-PARTY SERVICES THAT THE SOFTWARE INTEGRATES WITH OR DEPENDS UPON, INCLUDING WITHOUT LIMITATION AI MODEL PROVIDERS, MCP SERVERS YOU INSTALL, BROWSER AUTOMATION TARGETS, FINANCIAL DATA SOURCES, APPLE PUSH NOTIFICATION SERVICE, STRIPE, AND ANY OTHER EXTERNAL SYSTEM. AVAILABILITY, ACCURACY, PRICING, SECURITY, AND CONTINUED OPERATION OF THIRD-PARTY SERVICES ARE OUTSIDE OMEGA’S CONTROL AND ARE NOT WARRANTED IN ANY WAY.
17.5 No Warranty of Compatibility or Continuity
OMEGA EXPRESSLY DISCLAIMS ANY WARRANTY THAT THE SOFTWARE WILL REMAIN COMPATIBLE WITH FUTURE VERSIONS OF MACOS, FUTURE APPLE SILICON HARDWARE, FUTURE THIRD-PARTY APIs, OR FUTURE INDUSTRY STANDARDS. SOFTWARE EVOLUTION, FEATURE DEPRECATION, AND COMPATIBILITY BREAKAGE ARE INHERENT RISKS THAT YOU EXPRESSLY ASSUME.
17.6 No Fiduciary Relationship; No Professional Advice
No fiduciary, agency, advisory, or other special relationship is created between you and OMEGA by your subscription or use of the Software. The Software is a productivity tool. Outputs generated by the Software do not constitute legal, medical, financial, accounting, tax, investment, engineering, or other professional advice, and OMEGA, its officers, directors, and employees are not your attorney, doctor, advisor, or fiduciary.
17.7 No Warranty for High-Risk or Safety-Critical Use
THE SOFTWARE IS NOT DESIGNED, CERTIFIED, OR INTENDED FOR USE IN HAZARDOUS OR SAFETY-CRITICAL ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, INCLUDING THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR CONTROL, MEDICAL LIFE-SUPPORT SYSTEMS, AUTONOMOUS WEAPONS, EMERGENCY-RESPONSE SYSTEMS, OR ANY USE IN WHICH FAILURE OF THE SOFTWARE COULD CAUSE DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. ANY SUCH USE IS STRICTLY AT YOUR OWN RISK AND WAIVES ANY CLAIM AGAINST OMEGA.
18. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL OMEGA AI SYSTEMS, INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR:
- ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES;
- LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR ANTICIPATED SAVINGS;
- DAMAGES ARISING FROM ACTIONS TAKEN BY AI AGENTS YOU AUTHORIZED TO ACT ON YOUR BEHALF;
- DAMAGES ARISING FROM CHARGES INCURRED WITH THIRD-PARTY AI PROVIDERS, WHETHER ACCIDENTAL OR INTENTIONAL, INCLUDING RUNAWAY OR LOOPING WORKFLOWS;
- DAMAGES ARISING FROM UNAUTHORIZED ACCESS TO, ALTERATION OF, OR LOSS OF YOUR LOCAL DATA;
- DAMAGES ARISING FROM THIRD-PARTY SERVICES, INTEGRATIONS, OR APIS;
- DAMAGES ARISING FROM YOUR USE OR INABILITY TO USE THE SOFTWARE FOR ANY REASON.
The limitations in this Section apply to the maximum extent permitted by applicable law. Some jurisdictions do not allow the exclusion or limitation of certain damages, in which case the excluded or limited damages will apply only to the minimum extent required by law.
18.1 No Liability for Token, Inference, or Third-Party AI Costs
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY AND UNCONDITIONALLY RESPONSIBLE FOR ALL CHARGES INCURRED WITH THIRD-PARTY AI PROVIDERS USING YOUR API CREDENTIALS, REGARDLESS OF CAUSE OR FAULT, INCLUDING WITHOUT LIMITATION CHARGES ARISING FROM: (a) RUNAWAY, INFINITE, OR LOOPING WORKFLOWS; (b) AUTONOMOUS AGENT ACTIONS; (c) PROMPT INJECTION OR ADVERSARIAL INPUTS; (d) MALICIOUS USE OF YOUR API KEYS BY ANY THIRD PARTY; (e) BUGS, DEFECTS, OR ERRORS IN THE SOFTWARE; (f) MISCONFIGURATION OR USER ERROR; (g) THIRD-PARTY PROVIDER PRICING CHANGES OR BILLING ERRORS; OR (h) ANY OTHER CAUSE. NO REFUND, CREDIT, REIMBURSEMENT, INDEMNIFICATION, OR OFFSET IS OWED BY OMEGA FOR ANY THIRD-PARTY AI CHARGE UNDER ANY THEORY.
18.2 No Liability for Local Data Loss or Corruption
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT OMEGA SHALL HAVE NO LIABILITY OF ANY KIND FOR LOSS, CORRUPTION, DELETION, INACCESSIBILITY, OR THEFT OF YOUR LOCAL DATA, INCLUDING WITHOUT LIMITATION LOSS CAUSED BY: HARDWARE FAILURE; OPERATING-SYSTEM BUGS; FILE-SYSTEM CORRUPTION; ACCIDENTAL DELETION BY YOU OR OTHERS; MALICIOUS DELETION BY MALWARE OR ATTACKERS; RANSOMWARE; THEFT OR LOSS OF YOUR DEVICE; FIRE, FLOOD, EARTHQUAKE, OR OTHER NATURAL DISASTER; POWER FAILURE; BUGS OR DEFECTS IN THE SOFTWARE OR ITS BUNDLED COMPONENTS; AGENT ACTIONS YOU AUTHORIZED; MIGRATION, EXPORT, OR IMPORT FAILURES; OR ANY OTHER CAUSE. YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING BACKUPS.
18.3 No Liability for Hacks, Breaches, or Unauthorized Access
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT OMEGA SHALL HAVE NO LIABILITY FOR ANY UNAUTHORIZED ACCESS TO, EXFILTRATION OF, ALTERATION OF, OR HARM TO YOUR LOCAL DATA, ACCOUNTS, CREDENTIALS, DEVICES, OR NETWORKS, REGARDLESS OF CAUSE, INCLUDING WITHOUT LIMITATION: ATTACKS EXPLOITING THE OPERATING SYSTEM, NETWORK, OR HARDWARE; ATTACKS EXPLOITING THIRD-PARTY DEPENDENCIES OR INTEGRATIONS; ATTACKS EXPLOITING THE SOFTWARE OR ITS BUNDLED COMPONENTS; CREDENTIAL COMPROMISE; PHISHING; INSIDER THREATS; SOCIAL ENGINEERING; PHYSICAL THEFT OF YOUR DEVICE; OR ATTACKS ON THIRD-PARTY AI PROVIDERS WHOSE KEYS YOU SUPPLIED. YOU EXPRESSLY ASSUME ALL RISK OF SUCH EVENTS.
18.4 No Liability for Autonomous Agent Actions
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT AI AGENTS WITHIN THE SOFTWARE OPERATE AUTONOMOUSLY ON YOUR BEHALF UNDER PERMISSIONS YOU GRANT, AND THAT THE OUTPUTS AND ACTIONS OF SUCH AGENTS MAY BE UNPREDICTABLE, ERRONEOUS, OR HARMFUL. YOU AUTHORIZE EVERY ACTION TAKEN BY AGENTS UNDER YOUR PERMISSIONS AND ASSUME FULL LIABILITY FOR ALL CONSEQUENCES, INCLUDING WITHOUT LIMITATION: TRANSACTIONS EXECUTED ON YOUR BEHALF; EMAILS, MESSAGES, OR POSTS SENT; FILES MODIFIED, DELETED, OR EXFILTRATED; THIRD-PARTY ACCOUNTS ACCESSED OR ALTERED; CONTRACTUAL COMMITMENTS MADE; DEFAMATORY, INFRINGING, OR ILLEGAL CONTENT GENERATED; AND ANY HARM CAUSED TO YOU OR ANY THIRD PARTY.
18.5 No Liability for Regulatory or Compliance Risk
OMEGA MAKES NO REPRESENTATION, WARRANTY, OR CERTIFICATION REGARDING REGULATORY COMPLIANCE OF YOUR USE OF THE SOFTWARE, INCLUDING WITHOUT LIMITATION GDPR, UK GDPR, CCPA, HIPAA, PCI-DSS, SOC 2, SOX, FERPA, GLBA, OR ANY OTHER FRAMEWORK. IF YOU PROCESS PROTECTED, REGULATED, OR SENSITIVE DATA THROUGH THE SOFTWARE, YOU DO SO AT YOUR OWN RISK AND ARE SOLELY RESPONSIBLE FOR YOUR LEGAL OBLIGATIONS, INCLUDING ALL DUTIES TO DATA SUBJECTS, REGULATORS, AND OTHER STAKEHOLDERS.
18.6 No Liability for Acts of Force Majeure or Beyond Control
OMEGA shall have no liability arising from any event beyond its reasonable control, including without limitation: natural disasters; acts of war or terrorism; pandemics; government actions; cyber-attacks against third-party providers; internet or power outages; major-version macOS releases that break compatibility; deprecation, repricing, or discontinuation of third-party AI providers; cryptographic compromise of any standard or library on which the Software relies.
18.7 One-Year Contractual Time Limit
ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SOFTWARE, OR YOUR USE OF THE SOFTWARE (WHETHER SOUNDING IN CONTRACT, TORT, STATUTE, OR EQUITY) MUST BE COMMENCED IN ARBITRATION OR (WHERE PERMITTED) IN COURT WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION FIRST ACCRUES. CLAIMS NOT BROUGHT WITHIN THAT PERIOD ARE PERMANENTLY AND IRREVOCABLY BARRED. THIS CONTRACTUAL TIME LIMIT APPLIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND OVERRIDES ANY LONGER STATUTORY PERIOD WHERE PARTIES MAY CONTRACT FOR A SHORTER ONE.
18.8 Essential Purpose
The limitations and exclusions in this Section, together with those in Section 17, are essential elements of the consideration exchanged between the parties and apply even if any limited remedy fails of its essential purpose. The pricing of the Subscription has been established in reliance upon these limitations and exclusions.
19. Indemnification
You agree to defend, indemnify, and hold harmless Omega AI Systems, INC. and its officers, directors, employees, contractors, and agents from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or related to:
- Your breach of this Agreement, the Terms of Service, or the Acceptable Use Policy;
- Your use of the Software, including any content you create and any actions taken by AI agents you authorized to act on your behalf;
- Your violation of any applicable law, regulation, or third party’s rights, including intellectual property, privacy, or publicity rights;
- Any chargeback, payment dispute, or reversal initiated by you in violation of Section 7.5;
- Any false or misleading information you provided to OMEGA in connection with your subscription, account creation, or activation;
- Your authorization of agent actions that affect third-party systems, accounts, or persons.
OMEGA reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with OMEGA’s defense at your expense.
19.1 Additional Indemnification Triggers
Without limiting the generality of the foregoing, your indemnification obligation expressly extends to claims by data subjects, regulators, or other third parties arising from:
- Your processing of personal, health, financial, or other regulated data through the Software in violation of applicable law (including GDPR, UK GDPR, CCPA, HIPAA, GLBA, PCI-DSS, or similar);
- Actions taken by AI agents you authorized that affect, contact, transact with, or harm any third party, including but not limited to spam, harassment, defamation, contractual interference, or unauthorized access to third-party systems;
- Content generated by you or by AI agents under your authorization that infringes any third-party intellectual property right, right of publicity, or right of privacy;
- Your failure to obtain appropriate consents from data subjects whose information you process through the Software;
- Prompt injection, jailbreaks, or adversarial inputs you crafted or knowingly introduced;
- Any tax, duty, levy, or governmental assessment relating to your subscription, activation, or use of the Software;
- Any breach of representation made under Section 23 (Acknowledgment of Aggressive Risk Allocation).
19.2 Indemnification Procedure
OMEGA will provide you with prompt written notice of any claim for which it seeks indemnification, allow you to control the defense of the claim with counsel of your choosing reasonably acceptable to OMEGA, and provide reasonable cooperation in the defense at your expense. You may not settle any claim that imposes any liability or obligation on OMEGA, or that admits fault on OMEGA’s behalf, without OMEGA’s prior written consent.
20. Termination by OMEGA for Cause
OMEGA may suspend or terminate your Subscription, with or without notice, if you:
- Materially breach this Agreement, the Terms of Service, or the Acceptable Use Policy and fail to cure within seven (7) days of notice (or, for breaches that are not curable, immediately);
- Fail to pay amounts due after the grace period in Section 6.4;
- Initiate a chargeback in violation of Section 7.5;
- Attempt to circumvent license enforcement, share Subscription credentials, or exceed the Authorized Device count;
- Use the Software in a manner that exposes OMEGA to material legal, regulatory, or reputational risk;
- Use the Software in connection with content or activity prohibited by the Acceptable Use Policy.
Termination under this Section is without refund and without prejudice to OMEGA’s other rights and remedies. Upon termination, you must immediately cease all use of the Software, uninstall all copies under your control, and destroy any associated materials.
Sections 12 (Restrictions), 15 (IP), 17 (Disclaimers), 18 (Liability), 19 (Indemnification), 21 (Disputes), and 22 (General) survive termination of this Agreement.
21. Dispute Resolution and Arbitration
21.1 Governing Law
This Agreement is governed by the laws of the State of Wyoming, United States, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
21.2 Informal Resolution First
Before initiating arbitration, you agree to first attempt to resolve any dispute informally by contacting OMEGA at the legal contact form. The parties shall attempt in good faith to resolve the dispute within thirty (30) days. If they cannot, either party may proceed to arbitration.
21.3 Binding Arbitration
Any dispute, claim, or controversy arising out of or relating to this Agreement, the Software, or your Subscription that cannot be resolved informally shall be submitted to binding individual arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules. The arbitration shall be conducted in English, in Sheridan County, Wyoming (or, by mutual agreement, by written submissions only). The arbitrator’s decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
21.4 Class Action Waiver
YOU AND OMEGA EACH AGREE THAT CLAIMS MAY BE BROUGHT ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. The arbitrator may not consolidate the claims of multiple persons and may not preside over any class or representative proceeding.
21.5 Exceptions
Either party may seek emergency injunctive or equitable relief from a court of competent jurisdiction to prevent irreparable harm pending arbitration. Claims relating to intellectual property infringement, misappropriation of trade secrets, or violation of Section 12 (Restrictions) are excluded from arbitration and may be brought exclusively in the District Court of the Fourth Judicial District of Wyoming sitting in Sheridan County, or in the United States District Court for the District of Wyoming. Both parties submit to the exclusive personal jurisdiction of those courts and waive any objection based on inconvenient forum.
21.6 EU / UK / Quebec Mandatory Rights
If you reside in the European Union, the United Kingdom, Quebec, or another jurisdiction whose mandatory consumer law gives you a non-waivable right to bring claims in your local courts, nothing in this Section limits those rights. The arbitration provisions apply to the maximum extent permitted by your local law.
21.7 30-Day Right to Opt Out of Arbitration
You may opt out of the arbitration provisions in Sections 21.3 and 21.4 by sending written notice of opt-out to the legal contact form within thirty (30) days of starting your Subscription. The notice must include your name, the email address associated with your Subscription, and a clear statement that you opt out of arbitration. Opting out does not affect any other provision of this Agreement.
22. General Provisions
22.1 Entire Agreement
This Agreement, together with the Terms of Service and Privacy Policy, constitutes the entire agreement between you and OMEGA concerning the Subscription and supersedes all prior or contemporaneous oral or written communications, proposals, and representations.
22.2 Amendments
OMEGA may amend this Agreement to reflect changes in law, business practices, or operational realities. Material amendments will be communicated by email and posted at this URL at least thirty (30) days before they take effect. Continued use of the Software after the effective date constitutes acceptance. If you do not accept an amendment, your sole remedy is to cancel before the effective date; no refund is owed except as required by Section 7.4.
22.3 Severability
If any provision of this Agreement is found unenforceable or invalid by a court or arbitrator of competent jurisdiction, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect. The waiver of any class-action provision shall not be severable from the balance of Section 21 except to the extent required by law.
22.4 No Waiver
OMEGA’s failure to enforce any provision of this Agreement does not constitute a waiver. Any waiver must be in writing and signed by an authorized OMEGA representative.
22.5 Assignment
You may not assign this Agreement or any rights hereunder, by operation of law or otherwise, without OMEGA’s prior written consent. OMEGA may assign this Agreement without restriction in connection with a merger, acquisition, sale of assets, reorganization, or change of control.
22.6 Force Majeure
Neither party is liable for delay or failure to perform caused by circumstances beyond reasonable control, including natural disasters, war, terrorism, pandemics, government action, internet outages, or third-party service failures.
22.7 Export Compliance
You represent that you are not located in, under the control of, or a national or resident of any country subject to U.S. government embargo or designated as a terrorist-supporting country, and you are not on any U.S. government list of prohibited or restricted parties. You agree to comply with all applicable export and import laws.
22.8 U.S. Government End Users
The Software is “commercial computer software” as defined in 48 C.F.R. § 2.101. Government end users acquire only those rights expressly granted in this Agreement.
22.9 Notices
Legal notices to OMEGA, including formal service of process, must be sent in writing by certified mail (return receipt requested) or recognized overnight courier to: Omega AI Systems, Inc., Legal Department, 30 N. Gould St. STE R, Sheridan, WY 82801, USA, with a courtesy copy submitted via the legal contact form. Notices from OMEGA to you will be sent to the email associated with your account or Subscription and are effective upon transmission.
22.10 Language
This Agreement is written in English. In the event of a conflict with any translated version, the English version controls.
23. Acknowledgment of Aggressive Risk Allocation
23.1 Sophisticated User Acknowledgment
You represent and warrant that you are a sophisticated user of software, capable of evaluating the merits and risks of the Software, and that you have made an independent decision to subscribe and use the Software with full knowledge of its capabilities, limitations, and risks. You have had the opportunity to consult counsel of your choice before entering this Agreement.
23.2 No Reliance and Integration
You represent that you have not relied upon any oral or written statement, representation, warranty, projection, comparison, demonstration, marketing material, sales pitch, blog post, social-media post, or assurance (by OMEGA, its agents, its affiliates, its resellers, or any third party) that is not expressly set forth in this Agreement. All marketing communications, demonstration outputs, and forward-looking statements are non-binding puffery. The text of this Agreement, the Terms of Service, and the Privacy Policy is the complete and exclusive statement of the parties’ agreement and supersedes all prior or contemporaneous communications.
23.3 General Release of Unknown Claims
To the maximum extent permitted by applicable law, you knowingly and intentionally waive the protections of California Civil Code §1542 and any analogous statute or doctrine in any other jurisdiction. California Civil Code §1542 provides:
“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
You acknowledge that the limitations, disclaimers, and indemnities in this Agreement extend to claims you do not know or suspect to exist as of the effective date of this Agreement.
23.4 No Class-Member Roles or Aggregation
In addition to and independent of the class-action waiver in Section 21.4, you waive any right to serve as a representative plaintiff, class member, private attorney general, or named claimant in any class, collective, mass, consolidated, or aggregated proceeding against OMEGA, whether in arbitration or in court.
23.5 Asymmetric Equitable Relief
You acknowledge that any breach of Section 12 (License Restrictions) or Section 15 (Intellectual Property) would cause OMEGA irreparable harm for which monetary damages are inadequate. OMEGA is therefore entitled to seek injunctive relief, specific performance, attachment, and other equitable remedies in any court of competent jurisdiction without the need to post a bond or prove actual damages, in addition to all other available remedies. You waive any objection that equitable relief is inappropriate or that a bond is required.
23.6 No Reverse Engineering of Enforcement; DMCA §1201
You acknowledge that the Software contains technological measures designed to enforce the license terms (including the license server, activation system, Subscription enforcement, and Authorized Device counter). You agree not to circumvent, bypass, modify, or reverse-engineer such measures. You acknowledge that doing so may violate 17 U.S.C. §1201 (Digital Millennium Copyright Act) and analogous laws in other jurisdictions, and that OMEGA reserves the right to pursue all civil and criminal remedies available for such violations.
23.7 Survival of Risk Allocation
The risk allocation in Sections 17 (Disclaimers), 18 (Limitation of Liability), 19 (Indemnification), and this Section 23 survives any termination, expiration, cancellation, lapse, rescission, or invalidation of this Agreement, and survives any finding that any other provision of this Agreement is unenforceable. If any specific waiver in this Section is held unenforceable, the remaining waivers shall remain fully effective.
23.8 Reasonableness and Bargained-For Allocation
You acknowledge that the risk allocation, limitations, disclaimers, time bars, and waivers in this Agreement are reasonable in light of (i) the inherent unpredictability of artificial intelligence, (ii) the local-first architecture of the Software, (iii) the bring-your-own-keys cost model, (iv) OMEGA’s lack of control over your local environment, third-party providers, or the actions of your AI agents, and (v) the price paid for the Subscription. These provisions are material and bargained-for elements of the consideration. You waive any defense based on unconscionability, surprise, or unreasonableness of these provisions.
24. Contact
For questions about this Agreement, or to serve formal notice:
Omega AI Systems, Inc.
Legal Department
30 N. Gould St. STE R
Sheridan, WY 82801
United States of America
We aim to respond to all legal inquiries within 5 business days.